PIMCO VARIABLE INSURANCE TRUST
497, 1998-05-11
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                                    P I M C O

PIMCO
VARIABLE
INSURANCE
TRUST 


                              INTERMEDIATE-TERM BOND PORTFOLIO
                              High Yield Bond Portfolio 
 

                              EQUITY PORTFOLIO 
                              StocksPLUS Growth and Income Portfolio 

                                                                     PROSPECTUS 
- -------------------------------------------------------------------------------

                                                                January 1, 1998 

<PAGE>

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<PAGE>


PIMCO Variable Insurance Trust 
Prospectus 
January 1, 1998 


PIMCO Variable  Insurance Trust (the "Trust") is an open-end  management invest-
ment company ("mutual fund") offering two separate investment portfolios in this
Prospectus,  each with its own  investment  objective and strategies and its own
risk/reward profile. The two portfolios are the PIMCO High Yield Portfolio,  and
the PIMCO  StocksPLUS  Portfolio  (the  "Portfolios").  The Trust is designed to
provide access to the  professional  investment  management  services offered by
Pacific  Investment  Management  Company  ("PIMCO"),  which serves as investment
adviser (the "Adviser") to the Portfolios.

This Prospectus gives vital  information you should know before investing in the
Portfolios.  For your own  benefit  and  protection,  please  read it before you
invest and keep it for future reference.

Shares  of the  Portfolios  currently  are  sold to  segregated  asset  accounts
("Separate  Accounts")  of  insurance  companies  which  fund  variable  annuity
ontracts and variable life insurance policies ("Variable  Contracts").  Assets n
the Separate Account are invested in shares of the Portfolios in accordance with
allocation   instructions   received  from  owners  of  the  Variable  Contracts
("Variable Contract Owners").  The allocation rights of Variable Contract Owners
are described in the  accompanying  Separate Account  prospectus.  Shares of the
Portfolios also may be sold to qualified pension and retirement plans outside of
the separate account context.

Shares of the Portfolios are: 

- -   not insured or guaranteed by the FDIC or any other government agency; 

- -   not deposits or other obligations of, or guaranteed by, any financial 
    institution; and 

- -   subject to investment risks, including possible loss of the principal 
    amount invested. 

THIS  PROSPECTUS  SHOULD  BE READ IN  CONJUNCTION  WITH  THE  PROSPECTUS  OF THE
SEPARATE ACCOUNT.  BOTH  PROSPECTUSES  SHOULD BE READ CAREFULLY AND RETAINED FOR
FUTURE REFERENCE.

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY RE-
PRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- -------------------------------------------------------------------------------
<PAGE>
                       TABLE OF CONTENTS 
<TABLE>
<CAPTION>

<S>                                                     <C>                                                   
OVERVIEW.............................................     3      
The Trust............................................     3           
Portfolios at a Glance...............................     3           
Investment Objectives of the Portfolios..............     3           
The Investment Adviser...............................     3           
Investment Strategies and Risk Factors...............     4           
Fixed Income Instruments.............................     4           
Fixed Income Investment Philosophy...................     5           
Ratings of Debt Securities...........................     5           
Fees and Expenses....................................     5
DESCRIPTION OF PORTFOLIOS............................     6 
PIMCO High Yield Bond Portfolio......................     6      
PIMCO StocksPLUS Growth and Income Portfolio.........     8    
MANAGEMENT OF THE TRUST..............................    10   
Adviser and Administrator............................    10   
Advisory and Administrative Fees.....................    10   
Portfolio Transactions...............................    11   
PURCHASE OF SHARES...................................    11   
REDEMPTION OF SHARES.................................    12   
TAXES................................................    12   
RISK FACTORS AND SPECIAL CONSIDERATIONS..............    13   
OTHER INFORMATION....................................    16   
Portfolio Names......................................    16   
Service Systems - Year 2000 Problem..................    17   
Total Return.........................................    17   
Performance Information of Similar Funds.............    17   
APPENDIX A...........................................    A-1  
APPENDIX B...........................................    B-1
</TABLE>




<PAGE>

                              OVERVIEW

THE TRUST 

The PIMCO  Variable  Insurance  Trust (the  "Trust") is an  open-end  investment
company  ("mutual  fund") that was  organized  as a Delaware  business  trust on
October 3, 1997. The Trust consists of ten separate  investment  portfolios that
are designed to be used as  investment  vehicles by Separate  Accounts of insur-
ance companies that fund variable annuity  contracts and variable life insurance
policies  and  by  qualified  pension  and  retirement  plans.  This  prospectus
describes only two of the ten portfolios,  the High Yield and StocksPLUS  Growth
and Income  Portfolios.  Variable  Contract Owners do not deal directly with the
Portfolios to purchase or redeem shares.  Variable  Contract Owners should refer
to the  prospectus for the applicable  Separate  Account for  information on the
allocation of premiums and on transfers of accumulated value among  sub-accounts
of the Separate Accounts that invest in the Portfolios.

PORTFOLIOS AT A GLANCE

<TABLE>
<S>                                <C>                     <C>         <C>                 <C>
INTERMEDIATE-TERM BOND PORTFOLIOS  PRIMARY INVESTMENTS     DURATION    CREDIT QUALITY(1)   FOREIGN(2)
- ---------------------------------  -------------------     --------    -----------------   ----------
High Yield Bond                    Higher yielding fixed   2-6 years   B to Aaa; 
min 65%                            income securities                   below Baa           0%   
                         
EQUITY PORTFOLIO                        
- ----------------
StocksPLUS Growth and Income       S&P 500 stock index     0-1 year    B to Aaa; max 10%   0-20% 
                                   derivatives backed by               below Baa
                                   a portfolio of short-  
                                   term fixed income securities

</TABLE>

- ----------------
(1)  As rated by Moody's Investors Service, Inc., or if unrated, determined 
to be of comparable quality. For specific information concerning the credit 
quality of the securities held by each Portfolio, see that Portfolio's Risk/
Return Description. 

(2)  Percentage limitations relate to foreign currency denominated securites. 
Each Portfolio may invest beyond these limits in U.S. dollar - denominated 
securites of foreign issues. 

INVESTMENT OBJECTIVES OF THE PORTFOLIOS 

The High Yield Bond  Portfolio  seeks to realize  maximum total return,  consis-
tent with preservation of capital and prudent investment  management.  The PIMCO
StocksPLUS  Growth and Income  Portfolio  seeks to achieve a total  return which
exceeds the total  return  performance  of the  Standard & Poor's 500  Composite
Stock Price Index ("S&P  500").  There can be no assurance  that the  investment
objective of either Portfolio will be achieved. A Portfolio's  investment objec-
tive may not be changed without shareholder approval.

Each  Portfolio  employs its own strategy and has its own  risk/reward  profile.
Please be sure to read all risk  disclosures  carefully  before investing and be
aware  that the  investments  made by the  Portfolios  at any given time are not
expected to be the same as those made by other  mutual funds for which PIMCO cts
as investment  adviser,  including  mutual funds with investment  objectives and
strategies similar to those of the Portfolios.

THE INVESTMENT ADVISER 

PIMCO,  a subsidiary  partnership  of PIMCO  Advisors  L.P.,  is the  investment
adviser  to all of the  Portfolios.  PIMCO is one of the  premier  fixed  income
investment management firms in the United States. As of December 31, 1997, PIMCO
had over $118 billion in assets under  management.  PIMCO invests in all sectors
of the fixed income market,  using its total return philosophy - seeking capital
appreciation as well as yield.




<PAGE>

OVERVIEW (CONTINUED)

INVESTMENT STRATEGIES AND RISK FACTORS 

Investment Strategies. Each Portfolio has specific strategies that it may use to
pursue its investment  objective,  and specific types of securities in which the
Portfolio may invest,  which are described  under the heading "Main Invest- ment
Strategies" in the Description of Portfolios. Percentage limitations de- scribed
in  this  Prospectus  apply  at the  time  of  investment,  and  may  vary  with
fluctuations in the value of a Portfolio's investment portfolio.  Certain secur-
ities in which the  Portfolios may invest,  and techniques  which the Portfolios
may use, are  described in more detail in "Risk  Factors and Special  Considera-
tions" in the  Prospectus  and in  "Investment  Objectives  and Policies" in the
Statement of Additional Information.

Additional  information about each Portfolio's  investments will be available in
the Trust's annual and semi-annual reports to shareholders.  In particular,  the
Trust's  annual report will discuss the relevant  market  conditions and invest-
ment  strategies used by the  Portfolios'  Adviser that materially  affected the
Portfolio's  performance  during the prior fiscal year. You may obtain these re-
ports at no cost by calling (888) 746-2688.

Risk Factors.  The value of all  securities  and other  instruments  held by the
Portfolios  will vary from time to time in response to a wide  variety of market
factors.  Consequently,  the net asset  value per share of each  Portfolio  will
vary.  The net asset value per share of any Portfolio may be less at the time of
redemption than it was at the time of investment.

The major risks  associated  with  investing in each Portfolio are described un-
der the heading "Risk Factors" in the  Description  of Portfolios.  In addition,
the risks of certain  securities that the Portfolios can purchase and of certain
investment  techniques that the Portfolios can use are described in the Prospec-
tus in "Risk Factors and Special  Considerations"  and in the Statement of Addi-
tional Information in "Investment Objectives and Policies." This Prospectus does
not  describe  all of the risks of every  security or  technique  that the Port-
folios may use. For such information, please refer to the Statement of Addition-
al Information.

FIXED INCOME INSTRUMENTS  

"Fixed Income Instruments" as used in this Prospectus means: 
- -  securities issued or guaranteed by the U.S. Government, its agencies or 
   instrumentalities "U.S. Government securities"); 
- -  corporate debt securities, including convertible securities and corporate 
   commercial paper; 
- -  mortgage-backed and other asset-backed securities; 
- -  inflation-indexed bonds issued both by governments and corporations; 
- -  structured notes, including hybrid or "indexed" securities, and loan parti-
   cipations; 
- -  delayed funding loans and revolving credit facilities
- -  bank certificates of deposit, fixed time deposits and bankers' acceptances; 
- -  repurchase agreements and reverse repurchase agreements; 
- -  obligations of foreign governments or their subdivisions, agencies and 
   instrumentalities; and 
- -  obligations of international agencies or supranational entities. 

Fixed Income Instruments may have fixed,  variable,  or floating rates of inter-
est,  including  rates of interest that vary inversely at a multiple of a desig-
nated or floating rate, or that vary according to changes in relative  values of
currencies.  The High Yield Bond Portfolio may hold different percentages of its
assets in these  various  types of  securities,  may invest all of its assets in
derivative  instruments  or in mortgage- or  asset-backed  securities.  The High
Yield Bond Portfolio may pur- chase and sell options and futures  subject to the
limits  discussed below, en- gage in credit spread trades and enter into forward
foreign currency  contracts.  It may adhere to its investment policy by entering
into a  series  of  purchase  and  sale  contracts  or  using  other  investment
techniques by which it may obtain market  exposure to the securities in which it
primarily invests.
<PAGE>


OVERVIEW (CONTINUED)


FIXED INCOME INVESTMENT PHILOSOPHY 

In selecting fixed income securities for each of the Portfolios,  PIMCO utilizes
economic forecasting, interest rate anticipation, credit and call risk analysis,
foreign currency exchange rate forecasting, and other securities selection tech-
niques. The proportion of each Portfolio's assets committed to investment in se-
curities  with  particular  characteristics  (such as maturity,  type and coupon
rate) will vary based on PIMCO's outlook for the U.S. and foreign economies, the
financial markets, and other factors. The management of duration, a measure of a
fixed  income  security's  expected  life that  incorporates  its yield,  coupon
interest payments,  final maturity and call features into one measure, is one of
the  fundamental  tools used by PIMCO.  For a discussion of the concept of dura-
tion, see "Appendix A-Description of Duration."

Ratings of Debt Securities 

In this  Prospectus,  references are made to the ratings of various debt securi-
ties. To aid in your understanding of the use of these terms, the following is a
brief description of the ratings categories applicable to debt securities. For a
further  description  of ratings,  see  "Appendix  B-Description  of  Securities
Ratings."

High Quality Debt Securities are those  receiving  ratings from at least one na-
tionally  recognized  statistical rating organization  ("NRSRO"),  such as Stan-
dard & Poor's  Ratings  Services  ("S&P") or  Moody's  Investors  Service,  Inc.
("Moody's"),  in one of the two highest rating  categories (the highest category
for commercial paper) or, if unrated by any NRSRO, deemed comparable by PIMCO.

Investment  Grade Debt Securities are those receiving  ratings from at least one
NRSRO in one of the four highest rating  categories or, if unrated by any NRSRO,
deemed comparable by PIMCO.

Lower-Rated, High Yield Securities ("Junk Bonds") are those rated lower than Baa
by Moody's or BBB by S&P and comparable securities.  They are considered be- low
investment grade and are deemed to be  predominately  speculative with re- spect
to the issuer's  ability to repay  principal in accordance with the terms of the
obligations.  For more  information  on the risks of  investing  in lower- rated
securities,  see "High Yield  Securities  ("Junk  Bonds")" in "Risk  Factors and
Special Considerations."

FEES AND EXPENSES 

The costs and  expenses  that you will pay as an investor in the  Portfolio  are
described  under the heading "Fees and Expenses" in the  Description  of Portfo-
lios. The Portfolios  feature fixed advisory and  administrative  fee rates. The
administrative  fee is  all-inclusive  and covers the cost of portfolio  admini-
strative  expenses such as legal,  audit,  custody and  printing.  Certain other
miscellaneous expenses will be paid by the Portfolios.


<PAGE>

                            DESCRIPTION OF PORTFOLIOS

PIMCO HIGH YIELD BOND PORTFOLIO 

INVESTMENT OBJECTIVE 

The PIMCO High Yield Bond Portfolio  seeks to maximize total return,  consistent
with preservation of capital and prudent investment management.

MAIN INVESTMENT STRATEGIES 

The PIMCO High Yield Bond Portfolio invests under normal  circumstances at least
65% of its assets in a  diversified  portfolio of junk bonds rated at least B by
Moody's or S&P, or, if unrated,  determined  by the Adviser to be of  comparable
quality.  The remainder of the Portfolio's  assets may be invested in investment
grade fixed income securities.  The average portfolio duration of this Portfolio
will  normally  vary  within a two- to  six-year  time  frame  depending  on the
Adviser's view of the potential for total return  offered by a particular  dura-
tion strategy.  See "Appendix  A-Description of Duration." The Portfolio may in-
vest in securities of foreign  issuers only if the securities  are U.S.  dollar-
denominated.  The  Portfolio  also may  engage in hedging  strategies  involving
equity options.

The  Portfolio  will invest at least 65% of its assets in Fixed  Income  Instru-
ments.  The Portfolio  may invest all of its assets in  derivative  instruments,
such as options,  futures  contracts or swap agreements.  The Portfolio may lend
its portfolio securities to brokers, dealers and other financial institutions in
order to earn income.

RISK FACTORS 

The PIMCO High Yield Bond  Portfolio is subject to credit risk.  Investments  in
high yield securities,  while generally providing greater potential  opportunity
for capital  appreciation  and higher  yields than  investments  in higher rated
securities,  also entail greater credit risk,  including the  possibility of de-
fault or  bankruptcy of the issuer of the  securities.  Risk of default or bank-
ruptcy  may be greater in periods of  economic  uncertainty  or  recession.  The
Adviser seeks to reduce credit risk through diversification, credit analysis and
attention to current developments and trends in both the economy and fi- nancial
markets.  For a further  discussion  of the special  risks of investing in lower
rated  securities,  see "Risk  Factors  and  Special  Considerations-High  Yield
Securities ("Junk Bonds")" and "Appendix B-Description of Securities Ratings."

The  Portfolio  also is subject to interest rate risk.  Generally,  the value of
fixed income securities will change inversely with changes in interest rates. As
interest rates rise,  market value tends to decrease.  This risk will be greater
for long-term securities than for short-term securities.  Derivative instruments
may be particularly  sensitive to changes in prevailing  interest  rates.  For a
further explanation,  see "Risk Factors and Special Considera- tions, "which you
should read carefully before investing.

     The PIMCO High Yield Bond Portfolio may be appropriate for investors who: 

     -  seek a high level of current income and maximum return 

     -  can tolerate possibly high share price fluctuations 

     -  are able to hold their investment over a long period of time

     The PIMCO High Yield Bond Portfolio may NOT be appropriate for investors 
     who: 

     -  are uncomfortable with share price fluctuations 

     -  require stability of principal
     


<PAGE>

FEES AND EXPENSES 

The following  table  indicates the various  expenses  which an investor  should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO High Yield Bond Portfolio.

     ANNUAL PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS) 

               Advisory Fee.........................   0.50%
               Administrative Fee...................   0.25%
               Total Portfolio Operating Expenses...   0.75%


     EXAMPLE

You would pay the  following  expenses on a $1,000  investment,  assuming  (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

     1 year     3 years
     ------     -------
       $8         $24  

This  example  should  not be  considered  a  representation  of past or  future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.


<PAGE>

PIMCO STOCKSPLUS GROWTH AND INCOME PORTFOLIO 

INVESTMENT OBJECTIVE 

The PIMCO  StocksPLUS  Growth and Income  Portfolio seeks to achieve a total re-
turn which exceeds the total return performance of the S&P 500.

MAIN INVESTMENT STRATEGIES 

The PIMCO  StocksPLUS  Growth and  Income  Portfolio  invests in common  stocks,
options,  futures,  options on futures and swaps  consistent  with its portfolio
management strategy as set forth below.  StocksPLUS is the name of a proprietary
portfolio  management  strategy which uses S&P 500 derivatives in addition to or
in place of S&P 500 stocks to attempt to equal or exceed the  performance of the
S&P 500. The Adviser expects that under normal market conditions,  the Portfolio
will invest substantially all of its assets in S&P 500 derivatives,  backed by a
portfolio of fixed income securities. The Adviser will actively manage the fixed
income  assets  serving  as cover for  derivatives,  as well as any other  fixed
income assets held by the Portfolio,  with a view to enhancing the Port- folio's
total return investment  performance,  subject to an overall portfolio  duration
which is normally not expected to exceed one year.  See "Appendix  A-Description
of Duration."

The S&P 500 is composed of 500 selected common stocks,  most of which are listed
on the New York Stock Exchange. S&P chooses the stocks to be included in the S&P
500 solely on a statistical basis.  Stocks represented  currently in the S&P 500
represent approximately  two-thirds of the total market value of all U.S. common
stocks.  The  Portfolio  is neither  sponsored by nor  affiliated  with S&P. The
Portfolio will seek to remain  invested in S&P 500 derivatives or S&P 500 stocks
even when the S&P 500 is declining.

When S&P 500  derivatives  appear to be overvalued  relative to the S&P 500, the
Portfolio  may invest up to 100% of its assets in a "basket"  of S&P 500 stocks.
The composition of this basket will be determined by standard  statistical tech-
niques that analyze the historical correlation between the return of every stock
currently in the S&P 500 and the return on the S&P 500 itself. The Advis- er may
employ  fundamental stock analysis only to choose among stocks that have already
satisfied the statistical  correlation tests.  Stocks chosen for the Port- folio
are not limited to those with any particular weighting in the S&P 500.

Positions in S&P 500 futures and options on futures will be entered into only to
the extent they constitute  permissible positions for the Portfolio according to
applicable rules of the Commodity Futures Trading Commission ("CFTC"). From time
to time,  requirements  of the  Internal  Revenue Code or an  unanticipated  in-
ability to close out positions when it would be most  advantageous  to do so may
limit the Adviser's ability to use S&P 500 derivatives.

Assets not  invested in equity  securities  may be invested in Fixed  Income In-
struments.  The Portfolio may invest up to 10% of its assets in junk bonds rated
B or higher by Moody's or S&P, or, if unrated,  determined  by the Adviser to be
of  comparable  quality.  In  addition,  the  Portfolio  may lend its  portfolio
securities to brokers, dealers and other financial institutions in order to earn
income.  The  Portfolio  may  invest up to 20% of its  assets in  securities  of
foreign  issuers,  may purchase and sell options and futures on foreign  curren-
cies, and may enter into forward  cuurency  contracts.  The Portfolio may invest
all of its assets in derivative instruments,  such as options, futures contracts
or swap agreements.

RISK FACTORS 

The PIMCO  StocksPLUS  Growth and Income  Portfolio  is subject to market  risk,
which is the risk  that the  market  value of  securities  may move up and down,
sometimes rapidly and unpredictably. The Portfolio also is subject to
interest rate risk. Generally, the value of fixed income securities will change 
inversely with changes in interest rates. As interest rates rise, market value 
tends to decrease. This risk will be greater for long-term securities than for 
short-term securities. Derivative instruments may be particularly sensitive to 
changes in prevailing interest rates. Unexpected changes in interest rates may 
adversely affect the value of the Portfolio's investments in particular deriva-
tive instruments. 
<PAGE>

A large number of investors use S&P 500  derivatives for both hedging and specu-
lative purposes,  and although generally this helps guarantee a liquid market in
those  instruments,  at times  liquidity may be limited.  The Portfolio  also is
subject to credit risk,  which is the possibility  that an issuer of a security,
or a  counterparty  to a derivative  contract,  will default or become unable to
meet a financial  obligation.  Junk bonds  carry a high  degree of credit  risk.
Securities  of foreign  issuers may be subject to additional  risk factors,  in-
cluding foreign  currency and political risks.  For a further  explanation,  see
"Risk  Factors and  Special  Considerations,"  which you should  read  carefully
before investing.

The PIMCO StocksPLUS Growth and Income Portfolio may be appropriate for 
investors who: 

  -  seek capital appreciation over the long term 

  -  can accept short-term risk along with higher potential long-term gains 

  -  invest for goals that are many years in the future 

  -  seek exposure to equity investments 

The PIMCO  StocksPLUS  Growth and Income  Portfolio may NOT be  appropriate  for
investors who:

  -  are uncomfortable with an investment that will fluctuate in value 

  -  invest with a shorter time horizon in mind 

FEES AND EXPENSES 

The following  table  indicates the various  expenses  which an investor  should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO StocksPLUS Growth and Income Portfolio.

     ANNUAL PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS) 

               Advisory Fee............................   0.40%
               Adminsistrative Fee.....................   0.25%
               Total Portfolio Operating Expenses......   0.65%

     EXAMPLE 

You would pay the  following  expenses on a $1,000  investment,  assuming  (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

               1 year    3 years
               ------    -------
                 $7        $21  

This  example  should  not be  considered  a  representation  of past or  future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.


<PAGE>

                             MANAGEMENT OF THE TRUST

Each  Portfolio  is a series  of  shares  of the  Trust,  which  is an  open-end
investment  company.  The business  affairs of the Trust and each  Portfolio are
managed by a Board of Trustees. The Board retains various companies to carry out
the Trust's and the Portfolios' operations. The Board has the right to terminate
these  relationships  and retain a different company if it believes it is in the
best interests of the shareholders.

ADVISER AND ADMINISTRATOR 

PIMCO serves as Adviser to the Portfolios. The Adviser is an investment counsel-
ing firm  founded in 1971,  and had  approximately  $118 billion in assets under
management as of December 31, 1997.  PIMCO is a subsidiary  partnership of PIMCO
Advisors L.P.  ("PIMCO  Advisors").  The general  partners of PIMCO Advisors are
PIMCO Partners,  G.P. and PIMCO Advisors Holdings L.P. PIMCO Partners, G.P. is a
general  partnership  between  PIMCO Holding LLC, a Delaware  limited  liability
company and indirect wholly-owned  subsidiary of Pacific Life Insurance Company,
and PIMCO  Partners  LLC, a limited  liability  company  controlled by the PIMCO
Managing  Directors.  PIMCO Partners,  G.P. is the sole general partner of PIMCO
Advisors  Holdings L.P. PIMCO's address is 840 Newport Center Drive,  Suite 360,
Newport Beach,  California 92660.  PIMCO is registered as an investment  adviser
with the Securities and Exchange  Commission  ("SEC") and as a commodity trading
advisor with the CFTC.

The Adviser manages the investment of the assets of each Portfolio.  The Adviser
places orders for the purchase and sale of each Portfolio's investments directly
with brokers or dealers selected by it in its discretion.  See "Portfolio Trans-
actions." The table below provides  information  about the individual  portfolio
managers  responsible for management of the Trust's Portfolios,  including their
occupations for the past five years.

<TABLE>
<S>                           <C>
PORTFOLIO                     PORTFOLIO MANAGER AND BUSINESS EXPERIENCE (PAST FIVE YEARS)
- ---------                     -----------------------------------------------------------
High Yield Bond Portfolio     Benjamin Trosky, Managing Director, PIMCO. A Fixed Income 
                              Portfolio Manager, Mr. Trosky joined PIMCO in 1990 and has 
                              managed the PIMCO High Yield Fund for the PIMCO Funds: Pacific 
                              Investment Management Series since its inception on December 16, 1992.     
          
StocksPLUS Growth and         William H. Gross, Managing Director, PIMCO. A Fixed Income Portfolio
Income Portfolio              Manager, Mr. Gross leads a team that manages the StocksPLUS 
                              Growth and Income Portfolio.  He is one of the founders of PIMCO.     

</TABLE>

PIMCO also serves as administrator to the Portfolios. PIMCO provides administra-
tive  services  to the  Portfolios  which  include  clerical  help,  accounting,
bookkeep-  ing,   internal  audit  services,   preparation  of  reports  to  the
Portfolios' share- holders or other appropriate parties,  regulatory filings and
certain other ser- vices required by the Portfolios.

ADVISORY AND ADMINISTRATIVE FEES 

The Portfolios  feature fixed advisory and administrative fee rates. For provid-
ing  investment  advisory and  administrative  services to the Portfolios as de-
scribed below, PIMCO receives monthly fees from each Portfolio at an annual rate
based on the average daily net assets of the Portfolio as follows:
          
                                                ADVISORY FEE
     PORTFOLIO                                      RATE 
     ---------                                  ------------
     StocksPLUS Growth and Income Portfolio......   0.40%     
     High Yield Bond Portfolio...................   0.50%     
          
                                               ADMINISTRATIVE
     PORTFOLIO                                    FEE RATE  
     ---------                                 --------------
     StocksPLUS Growth and Income and         
     High Yield Bond Portfolios..................   0.25%
     

<PAGE>

PIMCO pays for most of the expenses of the Portfolios,  including legal,  audit,
custody,  transfer agency and certain other services, and is responsible for the
costs of registration of the Trust's shares and the printing of prospectuses and
shareholder reports for current shareholders or other appropriate parties. PIMCO
may also pay various service  providers,  out of its own assets,  for servi- ces
provided to Variable Contract Owners.  Such payments are made out of PIMCO's own
resources and do not involve additional costs to the Fund or its sharehol- ders.

The Portfolios are  responsible  for bearing  certain  expenses  associated with
their operations that are not provided or procured by PIMCO.  These expenses are
not expected to have a material effect on the Portfolio expense ratios.

PORTFOLIO TRANSACTIONS 

The Adviser  has  discretion  to select the  brokers  and dealers  with which it
places orders for the purchase and sale of portfolio  investments.  In doing so,
the Adviser will seek the best price and execution of the Portfolios'  orders. A
Portfolio may pay higher  commission  rates than the lowest  available  when the
Adviser  believes it is  reasonable  in light of the value of the  brokerage and
research services provided by the broker effecting the transaction.

The Adviser manages the Portfolios  without regard  generally to restrictions on
portfolio turnover.  The Adviser's use of derivative instruments with relatively
short maturities may tend to exaggerate the portfolio  turnover rate for some of
the Portfolios.  Trading in fixed income  securities does not generally  involve
the payment of  brokerage  commissions,  but does involve  indirect  transaction
costs.  The use of futures  contracts may involve the payment of  commissions to
futures commission merchants.  A Portfolio with a higher rate of portfolio turn-
over will generally incur higher transaction costs.

Some  securities  considered for investment by the Portfolios also may be appro-
priate for other  clients  served by the  Adviser.  If a purchase or sale of se-
curities  consistent with the investment policies of a Portfolio and one or more
of these clients  served by the Adviser is considered at or about the same time,
transactions  in such  securities  will be  allocated  among the  Portfolio  and
clients in a manner deemed fair and  reasonable by the Adviser.  The Adviser may
aggregate orders for the Portfolios with simultaneous  transactions entered into
on behalf of other clients of the Adviser.

                              PURCHASE OF SHARES 

As of the date of this  Prospectus,  shares of the  Portfolios  are  offered for
purchase by  Separate  Accounts to serve as an  investment  medium for  Variable
Contracts  issued by life  insurance  companies,  and to  qualified  pension and
retirement plans outside of the separate account context.

While the  Portfolios  currently  do not foresee any  disadvantages  to Variable
Contract Owners if the Portfolios serve as an investment  medium for both varia-
ble annuity contracts and variable life insurance  policies,  due to differences
in tax treatment or other considerations,  it is theoretically possible that the
interest of owners of annuity  contracts  and  insurance  policies for which the
Portfolios  served as an  investment  medium  might at some time be in conflict.
However,  the Trust's Board of Trustees and each  insurance  company with a sep-
arate account  allocating assets to the Portfolios are required to monitor vents
to identify any material  conflicts between variable annuity contract owners and
variable life insurance  policy owners,  and would have to determine hat action,
if any,  should be taken in the  event of such a  conflict.  If such a  conflict
occurred, an insurance company participating in the Portfolios might be required
to  redeem  the  investment  of one or more of its  separate  accounts  from the
Portfolios,   which  might  force  the   Portfolios   to  sell   securities   at
disadvantageous prices.

The Trust is "open for  business" on each day the New York Stock  Exchange  (the
"Exchange")  is open for  trading,  and the net  asset  value  per share of each
Portfolio  will be determined  once on each day on which the Exchange is open as
of the close of regular trading on the Exchange  (ordinarily 4:00 p.m.,  Eastern
time). A purchase order,  together with payment in proper form,  received before
the Trust's close of business  (ordinarily 4:00 p.m., Eastern time) on a day the
Trust is open for business  will be effected at that day's net asset  value.  In
order to facilitate efficient operation of the

<PAGE>

PIMCO StocksPLUS Growth and Income  Portfolio,  the Trust requests that all pur-
chase orders for these Portfolios be received before 3:00 p.m., Eastern time. An
order received after the close of business generally will be effected at the net
asset value determined on the next business day.

The Trust and its distributor  each reserves the right, in its sole  discretion,
to suspend the  offering of shares of the  Portfolios  or to reject any purchase
order, in whole or in part, or to redeem shares,  in whole or in part,  when, in
the  judgment of  management,  such  suspension  or rejection is in the best in-
terests of the Trust.  The sale of shares will be suspended during any period in
which the  Exchange is closed for other than  weekends or  holidays,  or if per-
mitted by the rules of the SEC,  when trading on the Exchange is  restricted  or
during an emergency which makes it  impracticable  for the Portfolios to dispose
of their  securities  or to determine  fairly the value of their net assets,  or
during any other period as permitted  by the SEC for the  protection  of invest-
ors. In the event that a Portfolio  ceases offering its shares,  any investments
allocated to the Portfolio will, subject to any necessary regulatory  approvals,
be invested in another Portfolio.

                         REDEMPTION OF SHARES 

Shares may be  redeemed  without  charge on any day that the net asset  value is
calculated.  All redemption orders are effected at the net asset value per share
next determined after a redemption  request is received.  Payment for shares re-
deemed normally will be made within seven days.

The Trust may suspend the right of  redemption  or postpone  the payment date at
times when the Exchange is closed,  or during certain other periods as permitted
under the federal securities laws. In consideration of the best interests of the
remaining  shareholders,  the Trust  reserves the right to pay  redemption  pro-
ceeds in  whole or in part by a  distribution  in kind of  securities  held by a
Portfolio in lieu of cash.  It is highly  unlikely that shares would ever be re-
deemed in kind. If shares are redeemed in kind,  however,  the redeeming  share-
holder  should expect to incur  transaction  costs upon the  disposition  of the
securities received in the distribution.

                                  TAXES 

Each Portfolio intends to qualify as a regulated investment company annually and
to elect to be treated as a regulated  investment company for federal income tax
purposes.  As such, a Portfolio generally will not pay federal income tax on the
income and gains it pays as dividends to its  shareholders.  In order to avoid a
4%  federal  excise  tax,  each  Portfolio   intends  to  distribute  each  year
substantially all of its net income and gains.

The Portfolios also intend to comply with  diversification  requirements imposed
by regulations  under Section  817(h) of the Internal  Revenue Code, as amended.
Compliance with these  diversification rules generally will limit the ability of
a Portfolio to invest  greater  than 55% of its total  assets in direct  obliga-
tions of the U.S.  Treasury  (or any other  issuer),  or to invest  primarily in
securities issued by a single agency or instrumentality of the U.S. Government.

If a  Portfolio  fails to meet the  diversification  requirement  under  Section
817(h),  income with respect to Variable  Contracts invested in the Portfolio at
any time during the calendar  quarter in which the failure occurred could become
currently  taxable to the owners of the Variable  Contracts and income for prior
periods with respect to such contracts also could be taxable, most likely in the
year of the failure to achieve the required  diversification.  Other adverse tax
consequences could also ensue.

Please refer to the  prospectus for the Separate  Account and Variable  Contract
for information  regarding the federal income tax treatment of  distributions to
the Separate Account. See "Additional Information-Additional Tax Information" in
the  Portfolios'  Statement of Additional  Information  for more  information on
taxes.


<PAGE>

               RISK FACTORS AND SPECIAL CONSIDERATIONS 

A  Portfolio's  risk  profile is largely  defined by the  Portfolio's  principal
securities  and the  investment  practices  that it uses. You can find a concise
description of each Portfolio's risk profile in the section captioned  "Descrip-
tion of Portfolios"  in this  Prospectus.  As with any mutual fund,  there is no
guarantee that a Portfolio will earn income or show a positive total return over
any period of time, and you could lose money by investing in the Portfolio.

The Portfolios are permitted to use,  within limits  established by the Trustees
and imposed by  applicable  laws, a wide variety of  securities  and  investment
practices, each of which has certain risks and opportunities associated with it.
To the extent that a Portfolio uses these  securities or practices,  its overall
performance may be affected,  either  positively or negatively.  The fol- lowing
pages describe  certain of the securities in which the Portfolios may invest and
certain of investment  practices in which the Portfolios may engage,  along with
the risks  associated with them.  Additional  information  about these and other
investments and investment practices may be found in the Statement of Additional
Information, which you may obtain free of charge by calling (888) 746-2688.

U.S. GOVERNMENT SECURITIES 

U.S.  Government  securities are  obligations of and, in certain cases,  guaran-
teed by,  the U.S.  Government,  its  agencies  or  instrumentalities.  The U.S.
Government  does not  guarantee the net asset value of the  Portfolios'  shares.
U.S.  Government  securities  may include zero coupon  securities,  which do not
distribute  interest on a current basis and tend to be subject to greater market
risk than interest-paying securities of similar maturities.

CORPORATE DEBT SECURITIES 

The rate of interest paid on a corporate debt security may be fixed, floating or
variable,  and may vary  inversely  with respect to a reference  rate. See "Var-
iable  and  Floating  Rate  Securities"  below.  The rate of return or return of
principal  on some debt  obligations  may be linked or  indexed  to the level of
exchange  rates between the U.S.  dollar and a foreign  currency or  currencies.
Investments in corporate debt securities that are rated below  investment  grade
are  described  below in "High  Yield  Securities  ("Junk  Bonds")."  See  also,
"Appendix B-Description of Securities Ratings."

CONVERTIBLE SECURITIES AND EQUITY SECURITIEs 

Although most Portfolios intend to invest primarily in fixed income  securities,
each may  invest in  convertible  securities  or equity  securities.  While some
countries or  companies  may be regarded as  favorable  investments,  pure fixed
income  opportunities may be unattractive or limited due to insufficient supply,
or legal or  technical  restrictions.  In such cases,  a Portfolio  may consider
equity   securities  or   convertible   securities  to  gain  exposure  to  such
investments.

A convertible  security is a fixed income  security that may be converted into a
prescribed  amount of common stock at a specified  formula.  A Portfolio  may be
required  to permit  the  issuer of a  convertible  security  to redeem  the se-
curity,  convert  it into the  underlying  common  stock,  or sell it to a third
party,  which could have an adverse  effect on a Portfolio's  ability to achieve
its investment objective.

VARIABLE AND FLOATING RATE SECURITIES 

Variable and floating rate securities  provide for a periodic  adjustment in the
interest rate paid on the obligations.  The High Yield Bond Portfolio may engage
in  credit  spread   trades  and  invest  in  floating  rate  debt   instruments
("floaters"). The interest rate on a floater is a variable rate which is tied to
another  interest rate, such as a money-market  index or Treasury bill rate, and
resets  periodically.  While  variable and floating  rate  securities  provide a
Portfolio with a certain degree of protection against rises in interest rates, a
Portfolio will participate in any declines in interest rates as well.
<PAGE>

INFLATION-INDEXED BONDS 

Inflation-indexed  bonds are fixed income  securities  whose  principal value is
periodically  adjusted according to the rate of inflation.  Such bonds generally
are issued at an interest  rate lower than  typical  bonds,  but are expected to
retain their  principal  value over time.  The  interest  rate on these bonds is
fixed at issuance, but over the life of the bond this interest may be paid on an
increasing  principal  value,  which  has  been  adjusted  for  inflation.  If a
guarantee of principal is not provided, the adjusted principal value of the bond
repaid  at  maturity  may be less  than  the  original  principal.  While  these
securities  are expected to be protected  from  long-term  inflationary  trends,
short-term increases in inflation may lead to a decline in value.

MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES 

Each of the  Portfolios  may  invest  all of its  assets in  mortgage-  or other
asset-backed  securities.  The value of some mortgage- or  asset-backed  securi-
ties in which the Portfolios invest may be particularly  sensitive to changes in
prevailing interest rates, and, like other fixed income investments, the ability
of a Portfolio to successfully use these instruments may depend in part upon the
ability of the Adviser to forecast  interest  rates and other  economic  factors
correctly.

Mortgage  Pass-Through  Securities  represent  interests  in "pools" of mortgage
loans secured by residential or commercial  real  property.  Early  repayment of
principal on some mortgage-related  securities may expose a Portfolio to a lower
rate  of  return  upon  reinvestment  of  principal.  Like  other  fixed  income
securities,  when interest rates rise, the value of a mortgage-related  security
generally will decline; however, when interest rates are declining, the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed income securities.  The rate of prepayments on underlying  mortgages
will affect the price and  volatility of a  mortgage-related  security,  and may
have the  effect of  shortening  or  extending  the  effective  maturity  of the
security.

Commercial  Mortgage-Backed  Securities  include  securities that reflect an in-
terest in, and are secured by, mortgage loans on commercial real property.  Many
of the risks of investing in commercial  mortgage-backed  securities reflect the
risks of investing in the real estate  securing the underlying  mortgage  loans.
These risks reflect the effects of local and other  economic  conditions on real
estate markets, the ability of tenants to make loan payments, and the ability of
a property to attract and retain tenants.  Commercial mortgage-backed securities
may be less  liquid and exhibit  greater  price  volatility  than other types of
mortgage-related or asset-backed securities.

Mortgage-Related  Securities include securities other than those described above
that directly or indirectly  represent a participation in, or are secured by and
payable from, mortgage loans on real property.

Other Asset-Backed  Securities.  The Portfolios may invest in other asset-backed
securities  that have been or may be offered to  investors.  For a discussion of
the characteristics of some of these instruments, see the Statement of Addition-
al Information.

FOREIGN SECURITIES 

PIMCO High  Yield Bond  Portfolios  may only  invest in U.S.  dollar-denominated
fixed income  securities of non-U.S.  issuers.  The PIMCO StocksPLUS  Growth and
Income Portfolio may invest directly in foreign equity securities.

Investing in the securities of issuers in any foreign country  involves  special
risks  and  considerations  not  typically  associated  with  investing  in U.S.
companies. These risks include:  differences in accounting,  auditing and finan-
cial reporting  standards;  generally  higher  commission rates on foreign port-
folio  transactions;  the  possibility  of  nationalization,   expropriation  or
confiscatory  taxation;  adverse  changes  in  investment  or  exchange  control
regulations  (which may include  suspension of the ability to transfer  currency
from a country);  and political  instability which could affect U.S. investments
in  foreign  countries.  Additionally,  foreign  securities  and  dividends  and
interest payable on those securities may be subject to foreign taxes,  including
taxes withheld from payments on those securities. Foreign securities often trade
with less  frequency  and volume than  domestic  securities  and  therefore  may
exhibit greater price volatility. Additional costs associated with an investment
in foreign  securities may include higher  custodial fees than apply to domestic
custodial  arrangements and transaction costs of foreign cur- rency conversions.
Changes  in foreign  exchange  rates  also will  affect the value of  securities
denominated or quoted in currencies other than the U.S. dollar.
<PAGE>

Certain of the  Portfolios  may  invest in the  securities  of issuers  based in
countries  with  developing  economies.  Investing in  developing  (or "emerging
market") countries involves certain risks not typically  associated with invest-
ing in U.S. securities, and imposes risks greater than, or in addition to, risks
of investing in foreign,  developed  countries.  These risks are detailed in the
Statement of Additional Information.

FOREIGN CURRENCY TRANSACTIONS 

Foreign currency exchange rates may fluctuate  significantly  over short periods
of time.  All  Portfolios  that may invest in securities  denominated in foreign
currencies  may buy and sell foreign  currencies  on a spot and forward basis to
reduce the risks of adverse changes in foreign exchange rates. A forward foreign
currency  exchange  contract  reduces a  Portfolio's  exposure to changes in the
value of the currency it will deliver and  increases  its exposure to changes in
the value of the  currency it will  exchange  into.  Contracts  to sell  foreign
currency  would limit any potential  gain which might be realized by a Portfolio
if the value of the hedged currency increases.  A Portfolio may enter into these
contracts for the purpose of hedging against foreign  exchange risk arising from
the Portfolio's  investment or anticipated  investment in securities denominated
in foreign  currencies.  A  Portfolio  also may enter into these con- tracts for
purposes of increasing  exposure to a foreign  currency or to shift  exposure to
foreign currency fluctuations from one country to another.

All Portfolios that may invest in securities  denominated in foreign  currencies
may invest in options on foreign  currencies  and foreign  currency  futures and
options thereon.  The Portfolios also may invest in foreign  currency  exchange-
related  securities,  such as foreign  currency  warrants and other  instruments
whose return is linked to foreign currency  exchange rates.  Each Portfolio that
may  invest in  securities  denominated  in foreign  currencies,  will use these
techniques  to hedge at least 75% of its  exposure  to foreign  currency.  For a
description of these  instruments,  see "Derivative  Instruments"  below and the
Statement of Additional Information.

HIGH YIELD SECURITIES ("JUNK BONDS") 

Investing in high yield  securities  involves  special  risks in addition to the
risks associated with investments in higher rated fixed income securities.  High
yield  securities may be regarded as  predominately  speculative with respect to
the issuer's  continuing  ability to meet principal and interest  payments.  For
more information, see "Appendix B-Decription of Securities Ratings." Analysis of
the  creditworthiness  of issuers of high yield  securities  may be more complex
than for issuers of higher quality debt securities.

High yield  securities  may be more  susceptible  to real or  perceived  adverse
economic and competitive  industry conditions than higher grade securities.  The
prices of high  yield  securities  have been found to be less  sensitive  to in-
terest rate changes than more highly rated  investments,  but more  sensitive to
adverse economic downturns or individual corporate  developments.  If the issuer
of high yield securities  defaults, a Portfolio may incur additional expenses to
seek recovery.

The  secondary  markets on which high  yield  securities  are traded may be less
liquid than the market for higher grade  securities,  which may adversely affect
and cause  large  fluctuations  in the daily  net asset  value of a  Portfolio's
shares.  Adverse  publicity  and investor  perceptions,  whether or not based on
fundamental  analysis,  may decrease the values and  liquidity of high yield se-
curities, especially in a thinly traded market.


<PAGE>
     
The Adviser  seeks to minimize the risks of  investing in high yield  securities
through  diversification,  in-depth credit analysis and attention to current de-
velopments in interest rates and market conditions.

DERIVATIVE INSTRUMENTS 

To the extent  permitted by the investment  objectives and policies of the Port-
folios,  the  Portfolios  may purchase and write call and put options on securi-
ties,  securities  indexes and foreign  currencies,  and enter into futures con-
tracts and use options on futures contracts.  The Portfolios also may enter into
swap  agreements  with  respect  to  foreign  currencies,  interest  rates,  and
securities  indexes.  The Portfolios  may use these  techniques to hedge against
changes in interest rates,  foreign currency exchange rates or securities prices
or as part of their overall investment strategies.

Each Portfolio may invest all of its assets in derivative  instruments,  subject
only to the Portfolio's  investment  objective and policies and any restrictions
imposed by applicable law. The use of these strategies  involves certain special
risks, including a possible imperfect correlation,  or even no correlation,  be-
tween price  movements of derivative  instruments and price movements of related
investments.  While some strategies involving derivative  instruments can reduce
the risk of loss,  they can also reduce the  opportunity for gain or even result
in losses by offsetting  favorable  price  movements in related  investments  or
otherwise,  due to the  possible  inability of a Portfolio to purchase or sell a
portfolio security at a time that otherwise would be favorable,  or the possible
need to sell a portfolio  security at a  disadvantageous  time because the Port-
folio is required to maintain asset coverage or offsetting  positions in connec-
tion with transactions in derivative instruments,  and the possible inability of
a Portfolio to close out or to liquidate its derivatives positions. The value of
some derivative instruments in which the Portfolios invest may be particu- larly
sensitive  to  changes  in  prevailing  interest  rates,  and,  like  the  other
investments of the Portfolios,  the ability of a Portfolio to  successfully  use
these  instruments  may depend in part upon the  ability of the Adviser to fore-
cast interest rates and other  economic  factors  correctly.  If the Adviser in-
correctly  forecasts such factors and has taken positions in derivative  instru-
ments contrary to prevailing  market trends,  the Portfolios could be exposed to
the risk of loss.

TEMPORARY DEFENSIVE POSITIONS 

For temporary,  defensive or emergency purposes,  a Portfolio may invest without
limit in U.S. debt securities,  including  short-term  money market  securities,
when in the opinion of the Adviser it is  appropriate to do so. It is impossible
to predict for how long such alternative strategies will be utilized.

ILLIQUID SECURITIES 

The Portfolios may invest up to 15% of their net assets in illiquid  securities.
"Illiquid  Securities"  for this purpose  means  securities  that cannot be dis-
posed of within seven days in the ordinary  course of business at  approximately
the amount at which a Portfolio  has valued the  securities.  The Adviser may be
subject to significant delays in disposing of illiquid securities and may not be
able to dispose of these  securities  at the  desired  time and price.  Transac-
tions in illiquid  securities may entail  additional  registration  expenses and
other transaction costs.

                              OTHER INFORMATION 

PORTFOLIO NAMES 

The High Yield  Bond  Portfolio  considers  the  various  types of debt or fixed
income  securities in which it invests,  as specifically  described in this Pro-
spectus,  to be "bonds" as referenced  in its name.  The use of this name is not
meant to restrict a Portfolio's  investment  to the narrow  category of debt se-
curities that are formally called "bonds."


<PAGE>

SERVICE SYSTEMS - YEAR 2000 PROBLEM

Many of the services  provided to the Portfolios  depend on the smooth function-
ing of computer  systems.  Many of the systems in use today  cannot  distinguish
between  the year 1900 and  2000.  Should  any of the  service  systems  fail to
process  information  properly,  that could have an adverse  impact on the Port-
folios' operations and services provided to shareholders.  The Adviser,  Distri-
butor,  Shareholdering  Servicing Agent and Transfer Agent, Custodian,  and cer-
tain other service  providers to the Portfolios have reported that each is work-
ing toward  mitigating  the risks  associated  with the so-call  "year 2000 pro-
blem." However, there can be no assurances that the problem will be corrected in
all respects and that  Portfolios'  operations  and services  provided to share-
holders will not be adversely affected.

TOTAL RETURN 

The  "total  return"  sought by certain of the  Portfolios  will  consist of in-
terest and dividends from underlying securities,  capital appreciation reflected
in unrealized increases in value of portfolio  securities,  or realized from the
purchase and sale of  securities  and use of futures and options,  or gains from
favorable changes in foreign currency exchange rates.  Generally,  over the long
term, the total return obtained by a portfolio  investing primarily in fixed in-
come  securities  is not expected to be as great as that obtained by a portfolio
that invests primarily in equity  securities.  At the same time, the market risk
and price  volatility  of a fixed  income  portfolio is expected to be less than
that of an equity portfolio,  so that a fixed income portfolio is generally con-
sidered to be a more  conservative  investment.  The  change in market  value of
fixed income  securities (and therefore their capital  appreciation or deprecia-
tion) is largely a function of changes in the current  level of interest  rates.
Generally,  when interest rates are falling, a portfolio with a shorter duration
will not generate as high a level of total  return as a portfolio  with a longer
duration. See "Appendix  A-Description of Duration."  Conversely,  when interest
rates are rising, a portfolio with a shorter duration will generally  outperform
longer  duration  portfolios.  When interest  rates are flat,  shorter  duration
portfolios generally will not generate as high a level of total return as longer
duration  portfolios  (assuming  that  long-term  interest rates are higher than
short-term rates, which is commonly the case). With respect to the com- position
of any fixed income  portfolio,  the longer the duration of the port- folio, the
greater the  anticipated  potential for total  return,  with,  however,  greater
attendant  market risk and price  volatility than for a portfolio with a shorter
duration.  The market value of fixed income securities denominated in currencies
other than the U.S. dollar also may be affected by movements in foreign currency
exchange rates.

The change in market value of equity  securities  (and  therefore  their capital
appreciation or  depreciation)  may depend upon a number of factors,  including:
conditions in the  securities  markets,  the business  success of the security's
issuer,  changing  interest  rates,  real or perceived  economic and competitive
industry  conditions,  and foreign currency  exchange rates.  Historically,  the
total return  performance  of  equity-oriented  portfolios  has  generally  been
greater over the long term than fixed  income  portfolios.  However,  the market
risk and price volatility of an equity portfolio is generally  greater than that
of a fixed income portfolio, and is generally considered to be a more aggressive
investment.

PERFORMANCE INFORMATION OF SIMILAR FUNDS 

The following  table provides  information  concerning the historical  total re-
turn  performance of the  Institutional  Class shares of certain series of PIMCO
Funds:  Pacific  Investment  Management Series ("PIMS"),  another registered in-
vestment company managed by PIMCO.  Each PIMS series has investment  objectives,
policies and risks  substantially  similar to those of its respective  Portfolio
and is currently  managed by the same  portfolio  manager.  While the investment
objectives  and policies of each PIMS series and its  respective  Portfolio  are
similar,  they are not identical and the  performance of the PIMS series and the
Portfolio  will vary.  The data is provided to illustrate the past perform- ance
of PIMCO in managing a substantially  similar investment  portfolio and does not
represent  the  past  performance  of  any  of  the  Portfolios  or  the  future
performance of any Portfolio or its portfolio manager.  Consequently,  potential
investors  should not consider  this  performance  data as an  indication of the
future performance of any Portfolio or of its portfolio manager.


<PAGE>

The  performance  data shown below reflects the operating  expenses of each PIMS
series, which for all series except the PIMCO StocksPLUS Fund are lower than the
expenses of the corresponding  Portfolio.  Performance would have been lower for
those  series if the  Portfolios'  expenses  were used.  In  addition,  the PIMS
series,  unlike  the  Portfolios,  are not  sold to  Separate  Accounts  to fund
Variable Contracts.  As a result, the performance results presented below do not
take into account charges or deductions  against a Separate  Account or Variable
Contract for cost of insurance  charges,  premium  loads,  administrative  fees,
maintenance fees,  premium taxes,  mortality and expense risk charges,  or other
charges that may be incurred  under a Variable  Contract for which the Portfolio
serves as an  underlying  investment  vehicle.  By contrast,  Variable  Contract
Owners  with  contract  value  allocated  to the  Portfolios  will be subject to
charges and expenses relating to the Variable Contracts and Separate Accounts.

Each PIMS series'  performance data shown below is calculated in accordance with
standards  prescribed  by the SEC for the  calculation  of average  annual total
return  information.  The investment  results of the PIMS series presented below
are unaudited  and are not intended to predict or suggest  results that might be
experienced  by the PIMS series or the  Portfolios.  Share prices and investment
returns  will  fluctuate  reflecting  market  conditions,  as well as changes in
company-specific  fundamentals of portfolio  securities.  The perform- ance data
for the benchmark indices identified below does not reflect the fees or expenses
of the PIMS series or the Portfolios.


        AVERAGE ANNUAL TOTAL RETURN FOR SIMILAR SERIES OF PIMS 
    AND FOR BENCHMARK INDICES FOR PERIODS ENDED DECEMBER 31, 1997 

<TABLE>
<S>                                 <C>      <C>       <C>       <C>         <C>
                                                                   SINCE     INCEPTION 
PIMS SERIES FUND / BENCHMARK        1 YEAR   3 YEARS   5 YEARS   INCEPTION      DATE     
- ----------------------------        ------   -------   -------   ---------   ---------
PIMCO HIGH YIELD BOND FUND          13.21%    15.12%    13.15%     13.08%     12/16/92            
  Lehman BB Int. Corporate 1        11.24%    13.15%    10.87%              

PIMCO STOCKSPLUS FUND               32.85%    31.95%     N/A       22.61%     5/14/93             
  S&P 5002                          33.36%    31.15%     N/A            
                              
</TABLE>              
 
1  The Lehman Brothers BB Intermediate Corporate Index is an unmanaged market 
   index comprised of various fixed income securities rated  BB.The Index in-
   cludes income and distributions but does not reflect fees, brokerage com-
   missions or other expenses of investing. 

      
2  The Standard & Poor's 500 Composite Stock Price Index is an unmanaged index 
   containing common stocks of 500 industrial, transportation, utility and fi-
   nancial companies, regarded as generally representative of the U.S. stock 
   market. The Index reflects the reinvestment of income dividends and capital 
   gains distributions, if any, but does not reflect fees, brokerage commis-
   sions, or other expenses of investing. 



<PAGE>

                                   APPENDIX A 

                              DESCRIPTION OF DURATION 

Duration is a measure of the expected  life of a fixed income  security that was
developed as a more precise  alternative  to the concept of "term to  maturity."
Traditionally,  a fixed income  security's "term to maturity" has been used as a
proxy for the  sensitivity of the security's  price to changes in interest rates
(which is the "interest rate risk" or  "volatility"  of the security).  However,
"term to  maturity"  measures  only the time  until a fixed  income  se-  curity
provides its final payment, taking no account of the pattern of the se- curity's
payments before  maturity.  In contrast,  duration  incorporates a bond's yield,
coupon  interest  payments,  final  maturity and call features into one measure.
Duration management is one of the fundamental tools used by the Adviser.

Duration is a measure of the expected life of a fixed income  security on a pre-
sent value basis.  Duration takes the length of the time  intervals  between the
present  time and the time that the interest  and  principal  payments are sche-
duled or, in the case of a callable bond,  expected to be received,  and weights
them by the present  values of the cash to be  received at each future  point in
time. For any fixed income security with interest payments  occurring before the
payment of principal,  duration is always less than  maturity.  In general,  all
other things  being equal,  the lower the stated or coupon rate of interest of a
fixed income security, the longer the duration of the security;  conversely, the
higher the stated or coupon  rate of interest of a fixed  income  security,  the
shorter the duration of the security.

Futures,  options and options on futures have durations  which, in general,  are
closely related to the duration of the securities  which underlie them.  Holding
long futures or call option  positions  (backed by a segregated  account of cash
and cash equivalents) will lengthen a Portfolio's  duration by approximately the
same amount  that  holding an  equivalent  amount of the  underlying  securities
would.

Short futures or put option  positions have  durations  roughly equal to the ne-
gative  duration of the securities that underlie these  positions,  and have the
effect of  reducing  portfolio  duration by  approximately  the same amount that
selling an equivalent amount of the underlying securities would.

There are some situations where even the standard duration  calculation does not
properly reflect the interest rate exposure of a security. For example, floating
and variable rate securities  often have final  maturities of ten or more years;
however,  their  interest  rate exposure  corresponds  to the frequen- cy of the
coupon reset. For  inflation-indexed  bonds, duration is calculated on the basis
of modified real duration,  which measures price changes of infla-  tion-indexed
bonds on the basis of changes in real,  rather  than  nominal,  interest  rates.
Another  example where the interest rate exposure is not pro- perly  captured by
duration  is the case of  mortgage  pass-through  securities.  The stated  final
maturity of such securities is generally 30 years, but current  prepayment rates
are more  critical  in  determining  the  securities'  interest  rate  exposure.
Finally,  the duration of a fixed income security may vary over time in response
to changes in  interest  rates and other  market  fac- tors.  In these and other
similar  situations,  the  Adviser  will use  more  sophis-  ticated  analytical
techniques that incorporate the anticipated economic life of a security into the
determination of its interest rate exposure.


<PAGE>

                                   APPENDIX B

DESCRIPTION OF SECURITIES RATINGS 

Certain of the  Portfolios  make use of average  portfolio  credit quality stan-
dards to assist  institutional  investors whose own investment  guidelines limit
their  investments  accordingly.  In determining a Portfolio's  overall  dollar-
weighted average quality,  unrated  securities are treated as if rated, based on
the Adviser's view of their comparability to rated securities. A Portfolio's use
of average quality  criteria is intended to be a guide for those institu- tional
investors whose investment  guidelines require that assets be invested according
to comparable  criteria.  Reference to an overall  average  quality rating for a
Portfolio  does not mean that all  securities  held by the Port-  folio  will be
rated in that category or higher. A Portfolio's investments may range in quality
from securities rated in the lowest category in which the Portfolio is permitted
to invest to  securities  rated in the highest  category (as rated by Moody's or
S&P or, if unrated,  determined by the Adviser to be of comparable quality). The
percentage of a Portfolio's assets invested in securities in a particular rating
category  will vary.  Following is a  description  of Moody's and S&P's  ratings
applicable to fixed income securities.

MOODY'S INVESTORS SERVICE, INC. 

CORPORATE AND MUNICIPAL BOND RATINGS 

Aaa: Bonds which are rated Aaa are judged to be of the best quality.  They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all  standards.
Together  with the Aaa group they  comprise  what are  generally  known as high-
grade bonds.  They are rated lower than the best bonds  because  margins of pro-
tection may not be as large as in Aaa  securities or  fluctuation  of protective
elements may be of greater amplitude or there may be other elements present that
make the long-term risks appear somewhat larger than with Aaa securities.

A: Bonds which are rated A possess many favorable investment  attributes and are
to be considered as upper-medium-grade  obligations.  Factors giving security to
principal and interest are considered  adequate but elements may be present that
suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly  protected nor poorly  secured).  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

Ba:  Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered as  well-assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B: Bonds which are rated B generally  lack  characteristics  of a desirable  in-
vestment.  Assurance of interest and  principal  payments or of  maintenance  of
other terms of the contract over any long period of time may be small.

Caa:  Bonds  which are rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent  obligations  which are  speculative in a
high  degree.  Such  issues are often in default  or have  other  marked  short-
comings.


<PAGE>

C:  Bonds  which are rated C are the lowest  rated  class of bonds and issues so
rated can be regarded as having  extremely  poor prospects of ever attaining any
real investment standing.
     
Moody's applies numerical  modifiers,  1, 2, and 3 in each generic rating class-
ified from Aa through B in its  corporate  bond rating  system.  The  modifier 1
indicates  that the security  ranks in the higher end of its generic rating cat-
egory;  the modifier 2 indicates a mid-range  ranking;  and the modifier 3 indi-
cates that the issue ranks in the lower end of its generic rating category.


Corporate Short-Term Debt Ratings 

Moody's  short-term debt ratings are opinions of the ability of issuers to repay
punctually  senior debt obligations  which have an original maturity not exceed-
ing one year.  Obligations  relying upon support  mechanisms  such as letters of
credit and bonds of indemnity are excluded unless explicitly rated.

Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-1:  Issuers rated  Prime-1 (or  supporting  institutions)  have a superior
ability for repayment of senior short-term debt  obligations.  Prime-1 repayment
ability will often be evidenced by many of the following characteristics:  lead-
ing market  positions in  well-established  industries;  high rates of return on
funds employed;  conservative capitalization structure with moderate reliance on
debt and ample asset  protection;  broad  margins in earnings  coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.

PRIME-2:  Issuers  rated  Prime-2  (or  supporting  institutions)  have a strong
ability for repayment of senior short-term debt obligations.  This will normally
be evidenced by many of the characteristics  cited above but to a lesser degree.
Earnings trends and coverage ratios,  while sound, may be more subject to varia-
tion.  Capitalization  characteristics,  while  still  appropriate,  may be more
affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3:  Issuers rated Prime-3 (or supporting  institutions) have an acceptable
ability for repayment of senior short-term  obligations.  The effect of industry
characteristics and market  compositions may be more pronounced.  Variability in
earnings  and  profitability  may result in changes in the level of debt protec-
tion measurements and may require relatively high financial  leverage.  Adequate
alternate liquidity is maintained.

NOT PRIME:  Issuers  rated Not Prime do not fall within any of the Prime  rating
categories.


STANDARD & POOR'S RATINGS SERVICES 

Corporate and Municipal Bond Ratings 

Investment Grade 

AAA:  Debt  rated AAA has the  highest  rating  assigned  by  Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong  capacity to pay interest and repay  princi-
pal and differs from the highest rated issues only in small degree.

A: Debt  rated A has a strong  capacity  to pay  interest  and  repay  principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.


<PAGE>

BBB:  Debt rated BBB is regarded as having an adequate  capacity to pay interest
and repay principal.  Whereas it normally exhibits adequate  protection  parame-
ters, adverse economic conditions,  or changing circumstances are more likely to
lead to a weakened capacity to pay interest and repay principal for debt in this
category than in higher-rated categories.
     
Speculative Grade 

Debt rated BB, B, CCC,  CC, and C is regarded as having  predominantly  specula-
tive  characteristics with respect to capacity to pay interest and repay princi-
pal. BB indicates the least degree of speculation and C the highest.  While such
debt will likely have some  quality and  protective  characteristics,  these are
outweighed by large uncertainties or major exposures to adverse conditions.

BB: Debt rated BB has less near-term  vulnerability  to default than other spec-
ulative issues.  However,  it faces major ongoing  uncertainties  or exposure to
adverse business,  financial,  or economic conditions which could lead to inade-
quate  capacity to meet timely  interest and principal  payments.  The BB rating
category also is used for debt  subordinated  to senior debt that is assigned an
actual or implied BBB- rating.

B: Debt rated B has a greater  vulnerability  to default but  currently  has the
capacity to meet interest payments and principal  repayments.  Adverse business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay  principal.  The B rating  category also is used for debt
subordinated  to senior  debt that is  assigned  an actual or  implied BB or BB-
rating.

CCC: Debt rated CCC has a currently identifiable vulnerability to default and is
dependent upon favorable  business,  financial,  and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial  or  economic  conditions,  it is not  likely  to have  the
capacity to pay interest and repay  principal.  The CCC rating  category also is
used for debt  subordinated  to senior  debt that is  assigned  an actual or im-
plied B or B- rating.

CC: The rating CC is typically  applied to debt subordinated to senior debt that
is assigned an actual or implied CCC rating.

C: The rating C is typically applied to debt subordinated to senior debt that is
assigned an actual or implied CCC-debt rating. The C rating may be used to cover
a  situation  where a  bankruptcy  petition  has been  filed,  but debt  service
payments are continued.

CI: The rating CI is  reserved  for income  bonds on which no  interest is being
paid.

D: Debt rated D is in payment  default.  The D rating  category is used when in-
terest  payments or principal  payments are not made on the date due even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace  period.  The D rating will also be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

Plus (+) or Minus (-):  The ratings  from AA to CCC may be modified by the addi-
tion of a plus or minus sign to show relative  standing  within the major rating
categories.

Provisional ratings: The letter "p" indicates that the rating is provisional.  A
provisional  rating  assumes the  successful  completion  of the  project  being
financed  by the debt being rated and  indicates  that  payment of debt  service
requirements  is largely or entirely  dependent  upon the  successful and timely
completion of the project. This rating,  however, while addressing credit quali-
ty after  completion of the project,  makes no comment on the  likelihood of, or
the risk of default upon failure of, such completion.  The investor should exer-
cise his own judgment with respect to such likelihood and risk.

r: The "r" is attached  to  highlight  derivative,  hybrid,  and  certain  other
obligations  that S&P believes may  experience  high  volatility  or high varia-
bility in expected  returns due to  non-credit  risks.  Examples of such obliga-
tions are:  securities  whose  principal or interest  return is indexed to equi-
ties, commodities,  or currencies;  certain swaps and options; and interest only
and principal only mortgage securities.
<PAGE>

The  absence  of an "r"  symbol  should  not be taken as an  indication  that an
obligation will exhibit no volatility or variability in total return.

N.R.: Not rated. 

Debt  obligations of issuers  outside the United States and its  territories are
rated on the same basis as domestic  corporate  and municipal  issues.  The rat-
ings  measure the  creditworthiness  of the obligor but do not take into account
currency exchange and related uncertainties.

Commercial Paper Rating Definitions

A Standard  & Poor's  commercial  paper  rating is a current  assessment  of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.  Ratings are graded into  several  categories,  ranging from A for the
highest  quality  obligations  to D for  the  lowest.  These  categories  are as
follows:

A-1: This highest category  indicates that the degree of safety regarding timely
payment is strong.  Those issues  determined to possess  extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2:  Capacity for timely  payment on issues with this  designation is satisfac-
tory.  However,  the  relative  degree of  safety  is not as high as for  issues
designated A-1.

A-3: Issues  carrying this  designation  have adequate  capacity for timely pay-
ment.  They are,  however,  more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

B: Issues  rated B are regarded as having only  speculative  capacity for timely
payment.

C: This rating is assigned to short-term debt  obligations with a doubtful capa-
city for payment.

D: Debt rated D is in payment  default.  The D rating  category is used when in-
terest payments or principal  payments are not made on the date due, even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace period.

A commercial  paper rating is not a recommendation  to purchase,  sell or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor.  The ratings are based on current information  furnished to
Standard & Poor's by the issuer or  obtained  from  other  sources it  considers
reliable.  Standard & Poor's  does not perform an audit in  connection  with any
rating and may,  on  occasion,  rely on  unaudited  financial  information.  The
ratings may be changed,  suspended,  or  withdrawn  as a result of changes in or
unavailability of such information.


<PAGE>


PIMCO
VARIABLE
INSURANCE
TRUST 

FOR MORE INFORMATION 

Two  documents  are  made  available  that  offer  further  information  on  the
Portfolios of PIMCO Variable Insurance Trust:

Annual/Semi-Annual  Reports to Shareholders-which  include financial statements,
detailed  performance  information,  portfolio holdings,  a statement from port-
folio management and the auditor's report.

Statement of Additional  Information (SAI) dated January 1, 1998-which  contains
more detailed  information on all aspects of the  Portfolios.  A current SAI has
been filed with the Securities and Exchange Commission.  It is incorporated into
this Prospectus by reference.

To request a free copy of these  documents or to make inquiries  about the Port-
folios, please write or call:

PIMCO Variable Insurance Trust 
840 Newport Center Drive, Suite 360 
Newport Beach, CA 92660 
Telephone: (888) 746-2688 

Information  about the Trust  (including  the SAI) can be reviewed and copied at
the Securities and Exchange  Commission's  Public  Reference Room in Washington,
D.C.  Information on the operation of the public  reference room may be obtained
by calling the Commission at 1-800-SEC-0330. Reports and other information about
the Trust are available on the Commission's Internet site at http://www.sec.gov,
and copies of that information may be obtained,  upon pay- ment of a duplicating
fee, by writing the Public  Reference  Section of the Com- mission,  Washington,
D.C. 20549-6009.
                                                       
                                                                   PROSPECTUS
- -------------------------------------------------------------------------------
                                                                January 1, 1998 




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